Common use of Preparation; Reasonable Investigation Clause in Contracts

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders Holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants for Sellers' Representative, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such holdersHolders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing fling of each registration statement registering Registrable Shares under the Securities Act pursuant to this AgreementAct, the Company will give the holders of Registrable Securities registered under Holders participating in such registration statement, their and its underwriters, if any, and their respective its counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or are filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them it such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers of cars and the independent public accountants who have certified issued a report on its financial statements as shall be necessary, in the opinion of such holders' Holders and such underwriters' underwriters or their respective counsel, counsel to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their the underwriters, if any, and their respective counsel the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders Holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such holdersHolders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders each Holder of Registrable Securities registered under such registration statementSecurities, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment amendment, thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holdersHolders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such holders' ’ and such underwriters' ’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this AgreementAct, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel the reasonable opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' ’ and such underwriters' ’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders Holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants for Sellers’ Representative, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such holders' Holders’ and such underwriters' ’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement the Registration Statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statementthe Registration Statement, their underwriters, if any, and their respective counsel the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, necessary to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement Registration Statement under the Securities Act pursuant to this AgreementAct, the Company will give the holders of Registrable Securities registered under such registration statementHolder, their underwritersits underwriter, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statementRegistration Statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of to them such reasonable access to its books and records and such opportunities to discuss the business business, finances and accounts of the Company and its subsidiaries with its officers officers, directors and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such holders' the Holder and such underwritersunderwriters ' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders each Holder of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel the reasonable opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them any such reasonable underwriters and their counsel such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective ’ counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act Act, pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statementSelling Holders, their the underwriters, if anyany are involved, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, Commission and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, necessary to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders each seller of Registrable Securities registered under such registration statementSecurities, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holderssellers' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders Holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to review and/or participate in the preparation of such registration statement, each prospectus included therein or filed with the CommissionSEC, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such holders' Holders’ and such underwriters' ’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement and registration statement amendment under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such holders' " and such underwriters' " respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this AgreementAct, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, each Requesting Holder and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities to be registered under such registration statement, their underwriters, if any, and their respective counsel the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' * and such underwriters' * respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement Registration Statement under the Securities Act pursuant to this AgreementAct, the Company will give the holders of Registrable Securities registered under such registration statementHolder, their underwritersits underwriter, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statementRegistration Statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of to them such reasonable access to its books and records and such opportunities to discuss the business business, finances and accounts of the Company and its subsidiaries with its officers officers, directors and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such holders' the Holder and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection ------------------------------------- with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders Holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such holdersHolders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statementRegistering Holders, their underwriters, if any, the underwriters and their respective counsel and accountants, the timely opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of each of such holdersRegistering Holders' and such underwriters' respective counsel, to conduct a reasonable investigation appropriate due diligence within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statementeach Holder, their its underwriters, if any, and their respective counsel and accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and and, to the extent practicable, each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holdersHolders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will give the holders of Registrable Securities registered under such registration statement, their each Holder and its underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' holders and such underwriters' underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Registration Rights Agreement, the Company Parent will give the holders Holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel the opportunity to participate in the preparation of such registration statement, statement and each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company Parent with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' Holders’ and such underwriters' ’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statementInvestor, their underwriters, if any, and their respective counsel and accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and and, to the extent practicable, each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each the registration statement under the Securities Act pursuant to this AgreementSection 2 or 3 hereof, the Company will give the holders of Registrable Securities registered under such registration statementBuyer, their its underwriters, if any, and their respective counsel counsel, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers officers, its counsel and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' Buyer's and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the such holders of Registrable Securities to be registered under such registration statement, their underwriters, if any, and their respective counsel the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statementParticipating Holders, their underwriters, if any, and their respective counsel and accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and and, to the extent practicable, each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with 13 its officers and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the --------------------------------------- preparation and filing of each registration statement the Registration Statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statementthe Registration Statement, their underwriters, if any, and their respective counsel the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, necessary to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable 15 Securities registered under such registration statement, their underwriters, if any, and their respective counsel the reasonable opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities to be registered under such registration statement, their underwriters, if any, and their respective counsel and accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' holders3 and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will Registrant shall give the holders sellers of Registrable Securities registered under such registration statementSecurities, their underwriters, if any, underwriters and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company Registrant with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, necessary to conduct a reasonable investigation within the meaning of the Securities Act, including, without limitation, as provided in Section 3.1(k) hereof.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreementregistering registrable stock, the Company will give the holders of Registrable Securities on whose behalf such securities are to be so registered under such registration statement, and their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company and its subsidiaries with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' holders and such underwriters' underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders each Holder of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel the reasonable opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' Holder’s and such underwriters' ’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the CommissionSEC, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities Holders registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holdersHolders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering Registrable Shares under the Securities Act pursuant to this AgreementAct, the Company will give the holders of Registrable Securities registered under such registration statement, their each Holder and its underwriters, if any, and their respective its counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them it such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified issued a report on its financial statements as shall be necessary, in the opinion of such holders' Holders and such underwriters' underwriters or their respective counsel, counsel to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders Holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such holders' ’ and such underwriters' ’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each the registration statement under the Securities Act pursuant to this AgreementAct, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the reasonable opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders Holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holdersHolders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement Registration Statement under the Securities Act pursuant to this AgreementAct, the Company will give the holders of Registrable Securities registered under such registration statementHolder, their underwritersits underwriter, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statementRegistration Statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of to them such reasonable access to its books and records and such opportunities to discuss the business business, finances and accounts of the Company and its subsidiaries with its officers officers, directors and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such holders' the Holder and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company company will give the holders of Registrable Securities registered under such registration statementPartnership, their underwritersthe underwriters and qualified independent underwriter, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' the Partnership's and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statementRegistering Holders, their underwriters, if any, the underwriters and their respective counsel and accountants, the timely opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of each of such holders' Registering Holders, and such underwriters' , and their respective counsel, to conduct a reasonable investigation appropriate due diligence within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each any registration statement under the Securities Act pursuant to this AgreementAct, the Company will give one representative of the holders of Registrable Securities registered under such registration statementSecurities, their its underwriters, if any, and their respective counsel counsel, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers officers, its counsel and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of the holders of Registrable Securities, such holders' underwriters and such underwriters' their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this AgreementAct, the Company will shall give the holders of Registrable Securities on whose behalf such Registrable Securities are to be so registered under such registration statement, and their underwriters, if any, and their respective counsel counsel, accountants and other agents, upon reasonable prior notice and according to a schedule acceptable to the opportunity to participate management of the Company in the preparation of such registration statementits sole discretion, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified issued a report on its financial statements as shall be necessary, in the opinion of such holders' holders and such underwriters' underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders each Holder of Registrable Securities registered under such registration statementSecurities, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment amendment, thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' Holders’ and such underwriters' ’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holder or holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' ’ and such underwriters' ’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders Holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such holdersHolders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreementa Registration Statement, or subsequent amendment or supplement, the Company will give the holders of Registrable Securities registered under such registration statementShareholder and its Underwriter, their underwriterscounsel and accountants, if any, and their respective counsel (a) the opportunity to participate at their own expense in the preparation of such registration statementthe Registration Statement, each prospectus included therein or filed with the Commission, Prospectus and each amendment thereof or supplement theretosupplement, (b) reasonable and necessary access to the Company's books and records, and will give each of them such reasonable access to its books and records and (c) such opportunities to discuss the business business, finances and accounts of the Company and its subsidiaries with its officers officers, directors and the independent public accountants who have certified its financial statements statements, as shall be reasonably necessary, in the opinion of such holders' Shareholder and such underwriters' the Underwriter's respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders each seller of Registrable Securities registered under such registration statementSecurities, their underwriters, if any, and their respective counsel counsel, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, necessary to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreementregistering Registrable Securities, the Company will give the holders of Selling Holders on whose behalf such Registrable Securities are to be so registered under such registration statement, and their underwritersUnderwriter(s), if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' Selling Holder and such underwriters' Underwriter(s) or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus Prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities Holders registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holdersHolders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities to be registered under such registration statement, their underwriters, if any, and their respective counsel and accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' holders and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will shall give the holders of Registrable Securities registered under such registration statementSecurities, their underwriters, if any, underwriters and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.